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CION (NYSE: CION) investors back board slate and ratify RSM as 2026 auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CĪ Investment Corporation reported the results of its Annual Meeting of Shareholders held on June 25, 2026. As of the April 30, 2026 record date, 49,789,210 common shares were eligible to vote and 32,603,998 shares were represented in person or by proxy.

Shareholders elected all director nominees listed in the 2026 proxy statement. For example, Robert A. Breakstone received 10,936,714 votes for and 3,212,483 votes withheld, while Catherine K. Choi received 12,410,684 votes for and 1,738,513 votes withheld, with no broker non-votes for either nominee.

Shareholders also approved the ratification of RSM US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 31,424,238 votes for, 553,834 votes against and 625,926 abstentions, and no broker non-votes recorded on this proposal.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Eligible voting shares 49,789,210 shares Common stock eligible to vote as of April 30, 2026 record date
Shares represented 32,603,998 shares Shares voted in person or by proxy at Annual Meeting
Votes for Breakstone 10,936,714 votes Director election for Robert A. Breakstone
Votes for Choi 12,410,684 votes Director election for Catherine K. Choi
Auditor ratification for 31,424,238 votes Votes for RSM US LLP as auditor for year ending December 31, 2026
Auditor ratification against 553,834 votes Votes against RSM US LLP ratification
Auditor abstentions 625,926 votes Abstentions on RSM US LLP ratification
Annual Meeting of Shareholders financial
"CĪ Investment Corporation (“CION”) convened its Annual Meeting of Shareholders (the “Annual Meeting”) on June 25, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
record date financial
"As of April 30, 2026, the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting..."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"The votes for, votes withheld and broker non-votes for the director nominees are set forth below"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The proposal to ratify the selection of RSM US LLP to serve as CION’s independent registered public accounting firm for the fiscal year ending December 31, 2026..."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
definitive proxy statement regulatory
"each of which is described in detail in CION’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 26, 2026 (June 25, 2026)

 

CĪON Investment Corporation

(Exact Name of Registrant as Specified in Charter)

 

Maryland   814-00941   45-3058280
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

  100 Park Avenue, 25th Floor
New York, New York 10017
 
  (Address of Principal Executive Offices)  

 

Registrant’s telephone number, including area code: (212) 418-4700

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   CION   The New York Stock Exchange
7.50% Notes due 2029   CICB   The New York Stock Exchange
7.50% Notes due 2031   CICC   The New York Stock Exchange

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 Item 5.07. Submission of Matters to a Vote of Security Holders.

 

CĪON Investment Corporation (“CION”) convened its Annual Meeting of Shareholders (the “Annual Meeting”) on June 25, 2026.

 

As of April 30, 2026, the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 49,789,210 shares of common stock were eligible to be voted, and 32,603,998 of those shares were voted in person or by proxy at the Annual Meeting. Shareholders were asked to consider and act upon the following proposals, each of which is described in detail in CION’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026:

 

·Proposal No. 1 – the election of two members of the board of directors of CION to serve until the 2029 annual meeting of shareholders or until their successors are duly elected and qualified; and

 

·Proposal No. 2 – to ratify the selection of RSM US LLP to serve as CION’s independent registered public accounting firm for the year ending December 31, 2026. 

 

The director nominees listed in CION’s 2026 proxy statement were elected by CION’s shareholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for the director nominees are set forth below:

 

Director Nominee Votes For Votes Withheld Broker Non-Votes
Robert A. Breakstone 10,936,714 3,212,483 0
Catherine K. Choi 12,410,684 1,738,513 0

 

The proposal to ratify the selection of RSM US LLP to serve as CION’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was also approved by CION’s shareholders at the Annual Meeting.  The votes for, votes against, abstentions and broker non-votes are set forth below:

 

Votes For 31,424,238
Votes Against 553,834
Abstentions 625,926
Broker Non-Votes 0

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number 
  Description
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 26, 2026 CĪON INVESTMENT CORPORATION
   
  By: /s/ Michael A. Reisner
    Michael A. Reisner
    Co-Chief Executive Officer

 

 

 

 

FAQ

What was the main outcome of CĪ Investment Corporation (CICB) 2026 Annual Meeting?

Shareholders elected all director nominees and ratified RSM US LLP as auditor. The meeting covered board elections and approval of the independent registered public accounting firm for the fiscal year ending December 31, 2026, based on votes detailed in the results.

How many CĪ Investment Corporation (CICB) shares were eligible and actually voted at the meeting?

A total of 49,789,210 common shares were eligible to vote, and 32,603,998 shares were voted. This reflects the quorum present in person or by proxy as of the April 30, 2026 record date for the Annual Meeting.

How did CĪ Investment Corporation shareholders vote on director nominee Robert A. Breakstone?

Robert A. Breakstone received 10,936,714 votes for and 3,212,483 votes withheld. There were no broker non-votes for his election, indicating participating shareholders largely supported his continued service on the company’s board of directors.

What were the voting results for CĪ Investment Corporation director nominee Catherine K. Choi?

Catherine K. Choi received 12,410,684 votes for and 1,738,513 votes withheld. No broker non-votes were recorded for her nomination, and the support level resulted in her election as a director at the 2026 Annual Meeting.

Did CĪ Investment Corporation shareholders approve RSM US LLP as the 2026 auditor?

Yes, shareholders approved RSM US LLP as independent registered public accounting firm. The ratification proposal received 31,424,238 votes for, 553,834 votes against and 625,926 abstentions, with no broker non-votes reported on this audit-related item.

What proposals were considered at CĪ Investment Corporation’s 2026 Annual Meeting?

Shareholders considered the election of director nominees and ratification of RSM US LLP as independent registered public accounting firm. Both proposals are described in the definitive proxy statement and were approved based on the vote counts disclosed.

Filing Exhibits & Attachments

4 documents